Good day, ladies and gentlemen and welcome to the Crosstex Energy third quarter 2009 earnings conference call. My name is Anika, and I’ll be your operator for today. At this time, all participants are in a listen-only mode. We will have a question-and-answer session towards the end of the conference. (Operator Instructions) As a reminder, this conference call is being recorded for replay purposes.

At this time, I would now like to turn the call over to, Ms. Jill McMillan of the Crosstex Energy.

Jill McMillan

Thank you, Anika and good morning everyone. Thank you for joining us today to discuss Crosstex’s third quarter 2009 results. On the call today are Barry Davis, President and Chief Executive Officer; Bill Davis, Executive Vice President and Chief Financial Officer; and Bob Purgason, Executive Vice President and Chief Operating Officer.

Our third quarter 2009 earnings release was issued early this morning. For those of you who didn’t receive a copy, it is available on our website at www.crosstexenergy.com. If you want to listen to a recording of today’s call, you have 90 days to access the replay by phone or webcast on our website. I will remind you that any statements that might include our expectations or predictions should be considered forward-looking statements within the meaning of the Federal Securities Laws.

Forward-looking statements are subject to a number of assumptions and uncertainties that may cause our actual results to differ materially from those expressed in these statements and we undertake no obligations to update or revise any forward-looking statements. We encourage you to review the cautionary statements and other disclosures made in our SEC filings, specifically those under the heading risk factors.

I will now turn the call over to Barry Davis.

Barry Davis

Thank you, Jill. Good morning and thank you all for joining us on the call today to discuss our third quarter results. Let me begin by saying that I am pleased with great progress that we’ve made. We continue to capitalize on the strategic position of our core assets, we also significantly reduced our debt and we cut costs and increased operating efficiencies, which have enhanced our margins and improved our overall operating results.

We are also encouraged by the improvements, we’re starting to see in the industry and the economy overall. Last week the U.S. drilling rig count rose to its highest level, since March of this year, as drilling activity has increased in response to higher commodity prices.

From a macro perspective, we continue to see improvement in capital markets. The average credit spread for midstream high yield has continued to decline from highs earlier in the year. As the economy rebounds, we anticipate that natural gas and natural gas liquids process will benefit, which we expect to support increase drilling activity.

We are also pleased with our third quarter performance. Adjusted cash flow was $51 million, just shy of adjusted cash flow for the third quarter of 2008. We are generating this level of cash flow despite significantly lower NGL prices compared with the third quarter of 2008. We have implemented operating efficiencies, realigned our organization as a result of asset sales and closely managed our costs.

We have also begun to see the impact of recent high return projects around our core assets. This focus has generated significant incremental profits for the year. Through the end of the third quarter, we have reduced operating expenses in G&A by approximately $13 million, compared with the same period in 2008.

On October 1, we announced the completion of sale of our natural gas treating business to Kinder Morgan for $266 million. The proceeds from this sale were used to pay down an additional $260 million of the partnerships outstanding debts. Crosstex entered the treating business in 1998, through a small acquisition of five employees and three amine plants. We saw it at that time as an opportunity to serve a niche and to create a significant business.

We steadily grew the business organically and through acquisitions to become the industry leader in natural gas treating business by 2005. We are proud of the business that we build and in fact that we were able to sell this to a great company like Kinder Morgan. The sale of our treating business along with the recent sale of our Alabama, Mississippi and South Texas assets and additional asset sales earlier this year has reduced our outstanding debt by more than $550 million.

This is allowed us to fully satisfy our target for debt reductions, established in our credit facilities and has positioned us to refinance our business. We continue to have ample liquidity to run our business with more than $200 million under our revolver at the end of the third quarter. We also ended the quarter at approximately 5.6 times, debt to EBITDA, which is well below our covenant of 8.25 times.

Turning to our operations, we are continuing to take advantage of the low cost high return opportunity in both North Texas Barnett Shale and in Louisiana in the Haynesville Shale, were our core midstream assets are strategically located. In the Barnett Shale in North Texas, we are beginning to see the rig count increase, which demonstrates the high quality of display.

According to the Baker Hughes report in late October, the rig count in the Barnett Shale was approximately 75 active rigs, compared with approximately 70 active rigs at the end at the end of the second quarter, and several producers have indicated and intend to increase their rigs in 2010.

While, some producers have reduced their discretionary drilling this year, others have acquired sizeable interest in the Barnett Shale and carrying out their capital programs to develop acreage in the area. Again, we believe this demonstrates that the Barnett Shale remains a strong, stable and desirable resource play.

Throughput on our North Texas pipeline for the quarter was 314,000 MMBtu per day, compared with 323,000 in the second quarter. This small decrease was primarily caused by firm shippers electing not to utilize their fully contracted capacity. This did not have a significant impact on our financial results, because we continue to collect demand fees for the reserve capacity.

Our gathering throughput in the Barnett Shale was reasonably stable during the third quarter at 794,000 MMBtu per day compared with 840,000 MMBtu per day in the second quarter. The reduction was largely due to the normal dynamics of volumes that have multiple interconnects and unplanned compression repairs on system. We continue to expand volume growth in 2010, based on our conversations with producers.

Our natural gas processed in the Barnett Shale during the third quarter of 2009 averaged 220,000 MMBtu per day. The unplanned compression repairs I mentioned earlier also impacted our processing volumes. The NGL curtailments that impacted us in 2008 are no longer affecting our liquids takeaway capabilities, and we are operating our North Texas processing plants at full recovery.

Our new NGL pipeline interconnect with ONEOK’s Arbuckle pipeline was completed and placed in service during the third quarter, increasing our liquids takeaway capacity and giving us access to improved product net backs. To summarize, we are optimistic about the future of the Barnett, and believe it will be one of the first areas to respond to additional improvements in the financial and commodity markets.

Our assets are well positioned to benefit as this resource is developed over its life. We will continue to focus on optimizing our North Texas system and providing top quality cost effective services for all of our customers in the area.

Moving now to Louisiana, where we own and operate our LIG system, the largest intrastate pipeline in the state, which is strategically positioned to provide much needed takeaway capacity for Haynesville Shale gas. In addition to the Haynesville, it gives Crosstex an important strategic presence along the Gulf Coast of Louisiana tying into significant resources onshore, offshore markets.

We saw strong LIG volumes in the third quarter. Throughput averaged approximately 898 million cubic feet a day, compared with 925 million in the second quarter. The decrease in volumes was primarily related to less gas being transported due to reduced arbitrage opportunities and the result of tightening price spreads. However, this decrease in volumes did not have a significant impact on our gross margin due to the New Haynesville projects that have come online this year.

Volumes are continuing at a good rate and we’ve seen growing interest from producers for further pipeline capacity expansion is in the area. Drilling in the Haynesville Shale remains strong with approximately 115 rigs running as of early November, compared with approximately 80 rigs running in the second quarter of 2009.

Drilling near our Red River pipeline system, which is an extension of our north LIG system, continues to be quite active. We are continuing to work on growth projects to expand our capacity and leverage our Haynesville position. These products include the construction of a new interconnect for deliveries into Tennessee gas pipeline and the Lafayette compressor station in Duson, Louisiana.

Combined these projects will allow us to receive an additional 70 million cubic feet a day from Haynesville area to serve our industrial markets in Southern Louisiana. In the aggregate, these projects will increase the total capacity of the Red River system to approximately 450 million cubic feet a day, which is fully contracted under firm transport agreements.

We’re also continuing to negotiate commercial commitments needed for an additional 75 million cubic feet a day Phase IV Red River expansion as we described to you last quarter. As part of the negotiations, we are evaluating a larger expansion of up to 150 million cubic feet a day. As you can see the strategic position of our LIG system relative to the Haynesville Shale play is continuing to provide greater organic opportunities for growth.

In Southern Louisiana, we have made good progress to expand and improve our natural gas liquids business. We are seeing better results due to operational improvements increase liquids prices and higher processing margins compared with earlier 2009. Our processing volumes increased 12% from 686,000 MMBtu per day in the second quarter of 2009 to 769 MMBtu in the third quarter, reflecting the store production from last year’s Hurricanes. The largest package was at our Pelican plant, where the plant volumes increased substantially with the completion of the repairs to the EnCon to system.

In October, we announced the acquisition of the Eunice Natural Gas Liquids Processing Plant and fractionation facility from Phillip Morris for approximately $42 million, which includes $18 million of assume debt. Previously, we managed Eunice under an operating lease with Phillip Morris.

This transaction will allow us to further enhance operating efficiencies, thereby increasing the profitability of our NGLs business in the near term and we will be able to increase adjusted cash flow by approximately $12 million per year by simply eliminating the lease operating expense.

Ownership of the Eunice facility will allow us to make decisions and investment with a view towards long term operations. We are currently evaluating projects to restart the idle Eunice fractionators. The high fractionation capacity at Mont Belvieu has lead to an increase in truck and rail business and higher volumes at our Riverside fractionators.

We are encouraged by the growth prospects for our NGLs business in the region as we look for solid fee based projects that will give our South Louisiana assets greater earnings power. In summary, we are pleased with the progress we’ve made today both operationally and financially. Looking to 2010, we are focused on refinancing plan, with a goal of our storing the distribution and dividend to our unit holders and shareholders.

Now, I’ll turn the call over to Bill to discuss our third quarter financial results.

Bill Davis

Thanks, Barry and thanks to all of you for joining us on the call today. As always in our earnings release, we’ve reconciled certain non-GAAP items, which we’ll discuss in call today GAAP. Please refer to the earnings release for that reconciliation. As Barry stated, we’re pleased with the third quarter results and continue to be pleased with the overall progress for making.

Well our adjusted cash flow were slightly lower than the comparable period of 2008, this decrease was more than 100% attributable to the assets sold as you can see reported this discontinued operations. The decrease from discontinued operations was partially offset by improved gross margin in the remaining businesses and reduced operating expense and our continuing operations, which have been adjusted in the financial statements to reflect the completion of the asset sales.

The partnership gross margins for the third quarter of 2009 increased to $81.2 million, compared with $79.2 million in the third of 2008. The partnership continue to maintenance its gross margins, even through third quarter 2009 weighted-average natural gas liquids prices were $0.84 a gallon, compared with $1.63 per gallon in the comparable 2008 period.

Our partnership continues to benefit from new fee based projects such as Phase III of the Red River expansion, which enhance capacity on the system by a 100,000 in MMBtu per day. As a result of our natural gas liquids prices, third quarter 2009 processing margins for our Louisiana plants declined by approximately $4.8 million, compared with the third quarter of 2008. This decline was offset by $5.9 million or greater margins through greater throughputs on partnership gathering in transmission systems in the Haynesville Shale and the Barnett Shale.

The processing margin decreased was just related to the overall decrease in weighted-average natural gas liquids prices. However, we seen a firming in those prices more recently and forward prices continue to improve correlating with the increase price of crude oil. Natural gas prices have remained weak relative to crude oil and natural gas liquids, which help our profit margins in processing with negatively impacts drilling and internal gathering in transmission businesses.

A key element of our strategic business plan has been to focus on reducing operating expenses. Third quarter 2009 operating expenses for continuing operations decreased $5.4 million from expenses levels in the third quarter of 2008. Our operations team has continued to do a great job managing these expenses.

Depreciation and amortization expense increased to $4.3 million in the third quarter to $31.2 million, compared with the same period in 2008. This was due to the Partnership’s investments in its North Texas and Louisiana assets. Interest expense increased $26 million in the third quarter, increased to $26 million in the third quarter of 2009 from $14 million in the third quarter of 2008. The increase in interest expense was primarily related to the increase in interest related to our February 2009 amendments to the Partnership debt agreements.

We currently have available liquidity under our revolver of more than $200 million. Assuming, we have no access to new capital as a base case scenario, we still anticipate ending 2010 with more than $100 million available on our revolver. However, capital appears to be becoming more accessible as capital markets improve with improvements in both the capital and commodity markets in combination with our operational enhancements. We believe, we’re well positioned to access the capital markets to refinance our debt.

We’d also to continue to add our commodity hedges in 2010, to hedge both our percentage of liquids contract and our processing margin contracts, the two types of contracts, which give us commodity exposure. For 2010, we have currently hedged over 50% of what our policy allows to be hedged for both our percentage of liquids and our processing margin volumes.

We’re in a unique situation that we’ve not had available in the past. Typically, forward markets will allow hedging a percentage of liquids contracts, but due to the relative shapes of the forward curves for NGLs and natural gas. The hedging of processing margin is limited as forward margins become quite an attractive very quickly.

However, with the current relative strength of liquids compared to natural gas, we’ve been able to hedge processing margins at attractive levels through the end of 2010. A brief mention of Crosstex Energy, Inc., it continues to maintain a significant cash balance more than $10 million, which gives it sufficient liquidity for several years in the future.

Now I’ll turn the call back to, Barry.

Barry Davis

Thank you, Bill. At the beginning of this year, we said, we would focus on executing many steps of incremental progress. We’re happy to say that we are meeting the milestones, we set for ourselves. While this has been a year of overcoming challenges, we believe 2010 will be a year of opportunities as markets recover and drilling activity improves around our core assets.

While the operating environment has changed significantly during the last year, a few things have remained the same. We have higher quality assets in strategic locations, strong customer relationship and some of the best employees in the industry. Our team has grown tremendously as we’ve executed with excellence and move the business forward in an extremely challenging operating environment. Our employees continued engagement has helped solidified our results.

We are optimistic about the future. Our strategic position in the Barnett and Haynesville Shale leave us extremely well positioned to capitalize on an increased drilling activity as the market continues to improve. We will continue to focus on growing these core assets and operating as efficiently and as effectively as we can while we continue to strengthen our balance sheet. With this foundation in place, we believe we are positioned for success in 2010 and beyond.

With that, I would like to turn the call back to our operator, Anika and Bill, Bob Purgason and I’ll be available to answer your questions.

Barry, a couple of operations questions for you. Do you spoke about gathering in the Barnett? Can you give us a little bit more color on discussions with producers relating the volume growth in 2010 and give us a sense when the inventory wells that have been drilled, but not yet completed and hooked up?

Barry Davis

Darren, we’ll obviously this year in 2009, we’ve seen significantly pure wells drilled and what we’ve seen in 2008 for example and certainly reflect the fact that we’ve had a rig count, it’s averaged 70 to 75 rigs, compared to 180 rigs or so in 2008. The interesting thing and you referenced, it is the number of wells that have been drilled and not completed or the inventory of wells that have been built up there.

The only specific number that we would reference is a number out of the Davan call yesterday, where they referenced 150 wells in inventory that had not been completed. I think if you do a survey of all of the producers, the major producers operating in there, what you would find is that the aggregate inventory is probably a multiple of what Davan has indicated.

So, we believe that there’s great potential for volumes to respond pretty quickly, when we see a price scenario that would call those producers to go ahead and complete those wells and get them turned into the line. So our forecast for 2010 does in fact show us with a slight increasing volume over where we are at this point and that reflects both an increase and drilling on our acreage as well as the potential for some of those inventory wells to be completed.

Darren Horowitz - Raymond James

Switching over to the LIG system, where is throughput currently and are there any low capital intensity efficiency projects that you can explore?

Barry Davis

Absolutely, Darren and volumes today are about 900 million a day, which is off slightly from what we’ve seen in comparative periods, but let me emphasize as I did in the prepared remarks that the volumes that we have seen decline have been very low margin volumes that where we were taking gas off system to take advantage of a arbitrage if you will across the system. We’ve lost some of that as we’ve seen base is flatten, but relatively to the margins that we’re picking up on the Haynesville volumes, it has a very small impact.

As it relates to the continued organic growth in the Haynesville area, we started with zero and we are now in Phase IV of an expansion that has us up to about 450 million a day of new capacity coming out of North Louisiana. The only thing we’ve talked about is another 75 million a day that we indicated last quarter that we were going to begin negotiations to sell that firm transport capacity to support that project. We’re in the midst of those discussions now and we’ve taken a little bit of a different turn there.

We’re actually looking at an expansion of that as much as a 150 million a day and then we’re also looking at taking it deeper into our Southern Louisiana markets to allow producers to actually access the industrial market off in the south side of our system as well as the additional interstate pipelines that can be accessed there. So still in the works, we’re not building pipe yet, but that 75 to150 million is an identified projects that we’re trying to finalize.

Darren Horowitz - Raymond James

Then just one final question for you Bill, switching over to your access of the capital markets refinancing existing debt. Can you give us a little color on when you’re talk with creditors of the balance of term in rate?

Bill Davis

Yes, I would say that we’re looking at a variety of different market options out there to be at the bank market to high yield market, the term loan market etc., and it’s going to vary in each of those. I’d say from a rate standpoint. I don’t know that we’ll see a huge change from what we’re paying today maybe a slight improvement, but I don’t think it will change from a coupon standpoint a whole lot.

In terms of term, I think the bank market right now looks like for a revolver, you’re in the three to four year range typically, in the high yield market. Now we’d be looking at the term debt that’s probably in the seven year range and in the term loan B market, we’d looking at debt that’s probably in the five to six year range.

Operator

Your next question comes from Sharon Lui - Wells Fargo.

Sharon Lui - Wells Fargo

Just question about I guess growth opportunities in Louisiana and the price recently announced a fairly large pipeline project to take outside at the Haynesville. Just wondering, if I guess their project their may have an impact on durability to proceed or secure commitment for some of your other projects?

Barry Davis

The way we look at that project is, first of all it affirms the quality of our pipeline system that exist from the north to the south there, because it’s essentially performing the same service, it’s taking gas out of the Haynesville and moving into interstate and then into the Southern Louisiana industrial market area. So it affirms a position that we already have.

Secondly, one of the things that we are pleased with is the fact that we are fully contracted under long term contracts for all of the capacity that we have at North Louisiana and then lastly, I would say if the Haynesville as good as we believe it is, it’s not the last project that will be built out of that area and so we think there will be a significant opportunities for us to continue to expand our capacity for takeaway out of that area.

Sharon Lui - Wells Fargo

I guess the other question I had relates to the transition with Eunice. How should we think about the net incremental cash flows from the transaction?

Barry Davis

First of all, I’ll make a couple of points here and then Bill and Bob can add to that. On the surface what you say is $12 million of essentially EBITDA that comes from the elimination of the lease operating expenses. We really haven’t quantified the operating efficiencies that we think this will allow us to accomplish, but that is what we will be working on additionally. In fact Bob, whether or not if you would speak on the fractionators and the things that we there are working on.

Bob Purgason

Sharon, as you know the Mont Belvieu frag market in particular has really tightened up. They’ve been a couple of expansions discussed there and I think what we recognized is that we shutdown our Eunice fractionators about two years ago just to consolidate and save operating cost. So owing the assets and being able to reconfigure that allows us to be in a position to expand that fractionation facility and provides services to the fractionation market in Louisiana and we’re doing a lot of that through our existing rail infrastructure that we have for displaced barrels that are coming from Mont Belvieu.

Bill Davis

Bob, just to emphasize the ownership of the plant really allows us to look at it from a long term perspective and provide the fractionation capacity on a longer term basis. They could have been a bottle Macau or a hindrance for being able to with the short term lease that we had remaining from a commercial contracting standpoint. So it really freezes up to do something longer term with the producers.

Bob Purgason

Absolutely, great thing to get that behind us and to be able invest in this plan for the long haul.

Sharon Lui - Wells Fargo

I guess in terms of restarting the plan and the fractionation facility. What’s the time line, in terms of how long would it takes to start that up again?

Barry Davis

It will take us about 30 days from a contractual commitment to move that into operations. So we’re in discussion with parties, but it’s really looking for the right commitments before we began to sell up that facility.

Operator

Your next question comes from Helen Ryoo - Barclays Capital.

Helen Ryoo - Barclays Capital

Just a question on the Red River IV project, you said you’re evaluating, taking the capacity up till 150 from 75. How much incremental capital would that require and do you expect and is this at 2010 project that you are thinking about also if you could talk about the return assumption that would be helpful?

Bill Davis

When we originally started talking about the project it was a, 75 million a day expansion. We estimated as you saw the capital expenditures added about $25 million and the cash flow was about $8 million annually. As we looking at upsizing it those basically change in lock step.

It looks like about a 50-ish million project from a CapEx standpoint and essentially you’re doubling at the cash flows from what we’d originally anticipated, so extremely good returns. In terms of the timeline, we think that project can be in the service about six months from when we receive the contractual commitments on the capacity, but we’re not marketing that yet until we get firmed up on exactly the parameters of the project.

Helen Ryoo - Barclays Capital

Then just housekeeping, what was your senior secured debt balance, and the revolver balance, quarter end?

Barry Davis

It would be about 300 million, 310 million on the senior secured notes and 850-ish to 860-ish on the revolver. I mean 550, I don’t know…

Bill Davis

Yes, it’s 550 not 850.

Operator:

Your next question comes from John Edwards - Morgan Keegan.

John Edwards - Morgan Keegan

Just clarify from Helen’s question on the debt balances, is that pro forma for the treating sale? You’re seeing looking total a roughly $860 million of debt?

Bob Purgason

Correct, plus our capital leases and when you add everything together you had around $900 million, a pro forma for the sales. Thanks for clarifying that.

John Edwards - Morgan Keegan

That was the question that Darren was asking, you didn’t comment about what opportunity would cost, let’s say it was in the LIG? He was asking about one of the expansions on the LIG system and you did mention what the cost was? Actually, I guess you did have say that because Helen was following up on that, never mind.

The other thing I want to ask is, just kind of on the accounting you showed on your release, I think about $26 million or so of interest expense, but then when you reconcile it for DCF you took it up to $32 million or so. Can you walk through what’s going on with that?

Bob Purgason

Let me get to the numbers here. The delta there when you go to the DCF number, it takes it up to 37 as if you got interest expense associated with discontinued operations that on the earning statement or in the discontinued operations line, but when we un-package it all for the calculation of EBITDA and distributable cash flow, we’ll pull it out of discontinued operations and put it into the interest expense line.

John Edwards - Morgan Keegan

So going forward then 26, 27 is roughly a good number?

Bob Purgason

Before the impact of the trading side, because we have reduced the debt further and reduced the interest expense as well. If we’re looking at in all $900 million of debt post treating sale, we got a blended average cost of around 9%, so $82 million or so year of interest expenses is probably a reasonable estimate.

John Edwards - Morgan Keegan

In terms of the volumes that you’ve reported, how much was that impacted by any asset sales? What would it have been with and without the assets? I know you said, you excluded asset sales and the volumes, just so we can reconciled our own model, what would it have been without the asset sales I guess?

Bob Purgason

We were running, as you could see on the statement. We got about 2 Bcf a day of gathering the transmission throughput to 1.3 Bcf of processing volumes on the system, before the asset sales, those would have been about 2.5 Bcf of gathering transmission and about 1.5 Bcf of processing volumes.

Operator

Your final question comes from [Steve Monieson - Monieson Capital].

Steve Monieson - Monieson Capital

In the conference call from Enterprise Product Partners, they commented that they were starting to see increased shifting by petrochemical producers towards NGLs away from crude oil. Have you seen any of that as well?

Bob Purgason

Yes Steve, we have seen that and there’s really good strong ethane demand continuing as you look at the ethylene margins, ethane is really the only feedstock that’s profitable right now for the ethylene crackers so we continue to see that trend going forward.

Operator

At this time, there are no additional questions. I would now like to turn the call back to Mr. Barry Davis for closing remarks.

Barry Davis

Thank you, Anika and again thank you to all of you on the call. We are very please with the ability to come to you today with a good report and I look forward to continuing to report good results as we execute through the fourth quarter and look forward to a great 2010.

Again we want to thank you for your support and thank you for your interest in the company and we will talk to you soon. Have a great weekend and feel free to call us if you have any additional questions. Good day.

Operator

Ladies and gentlemen, thank you participating in today’s conference. This concludes the presentation and you may now disconnect. Thank you and have a good day.

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